Mainz Biomed N.V. SEC filings document the issuer's molecular diagnostics business, governance actions, capital structure, and corporate transition reflected in later filings under Quantum Cyber N.V. and Nasdaq ticker QUCY. The record includes 8-K material-event reports, proxy materials for shareholder voting, and disclosures covering ordinary shares listed on the Nasdaq Capital Market.
The filings address material agreements, equity distribution arrangements, board appointments, name and ticker changes, Nasdaq listing-compliance matters, and capital-structure updates. They also include company disclosures tied to clinical or regulatory matters, operating and financial results, and risk and governance topics relevant to an emerging growth company.
Mainz Biomed N.V. filed a 424B5 prospectus supplement describing an at-the-market offering and summarizing key risks and capitalization. The company states it is an early-revenue stage business that has incurred operating losses since inception and may not reach profitability. Its commercial product ColoAlert is licensed and sold in Europe, while PancAlert remains an early-stage research candidate. The prospectus discloses potential dilution from outstanding instruments including up to 14,054,763 ordinary shares underlying warrants, 461,836 options, and 25,000 shares from convertible notes. It reports recent issuances of 1,321,000 ordinary shares since July 1, 2025 and net proceeds of approximately $2.6 million from sale of 2,222,222 pre-funded units, and contemplates sale of approximately $2.3 million of ordinary shares in this offering on a pro forma, as-adjusted basis. The filing lists numerous standard securities, regulatory, operational and market risks, and notes prior reverse-split activity to meet Nasdaq minimum bid-price requirements.
Mainz Biomed N.V. filed a Form 6-K as a foreign private issuer for the six months ended June 30, 2025. The company made available its Management’s Discussion and Analysis of Financial Condition and Results of Operations for this six-month period as Exhibit 99.1.
It also provided its unaudited financial statements as of, and for, the six months ended June 30, 2025 as Exhibit 99.2. These documents are incorporated by reference into Mainz Biomed’s existing shelf registration statement on Form F-3 and its equity compensation registration statement on Form S-8, allowing those offerings to rely on the updated interim financial and narrative information.
Armistice Capital, LLC and Steven Boyd report beneficial ownership of 723,092 ordinary shares of Mainz Biomed N.V., representing 9.99% of the class. The filing states Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the shares, and that Armistice exercises shared voting and dispositive power over 723,092 shares while neither Armistice nor Mr. Boyd claim sole voting or dispositive power. The Master Fund is identified as the party with the right to receive dividends or sale proceeds. The filing clarifies these holdings are reported to be held in the ordinary course of business and not for the purpose of changing control.
Transaction summary: On August 4, 2025, Mainz Biomed N.V. entered into a Securities Purchase Agreement to sell 2,222,222 pre-funded units, closing on August 5, 2025, for expected gross proceeds of approximately $3,000,000 before fees and expenses.
Each pre-funded unit consists of one pre-funded warrant (exercisable immediately at a remaining exercise price of $0.001) and one-and-one-half ordinary warrants (exercisable immediately at $1.35 per share, expiring five years from issuance). Ordinary warrants include anti-dilution protections for dividends, splits and similar transactions. Mainz paid the placement agent a fee equal to 7% of gross proceeds plus $85,000 in fixed fees. The SPA and related warrant forms were filed as exhibits to the Form F-1 and information is incorporated into the Form F-3 registration statement.